TERMS AND CONDITIONS
CUBITS will provide the Services to The Clients on the terms and conditions of this Service Agreement.
IT IS AGREED hence:
1.DEFINITIONS
The Definitions and Interpretation rules for the Service Agreement of CUBITS have been stated.
2.OPERATIONAL FUNCTION OF THE AGREEMENT
2.1 The methods by which the Client may engage CUBITS, Request for Services, select the appropriate CUBITS Employee and perform other day-to-day activities pursuant to this Contract- fall within the terms and conditions on CUBITS' website, which on incorporation, forms part of this Service Agreement.
2.2 The Client agrees to the point that by entering into this Agreement with CUBITS, this Agreement does not establish or otherwise constitute an employment relationship or agreement with CUBITS. This Agreement also does not create a partnership or agency relationship between The Client and the CUBITS Employee who is not authorized by authority to enter into written or oral (whether implied or express) contracts on behalf of The Client.
3. DURATION OF AGREEMENT
3.1 This Agreement will commence on the Commencement Date and will continue on a month-to-month term until terminated, according to clause 12.
4. PAYMENT AGREEMENT
4.1 The Client must pay CUBITS for Services in amounts, at the set upon time, and upon such terms and conditions which is agreed upon by the client and CUBITS, on incorporation forms part of the Service Agreement.
5. NO LIABILITY OF CUBITS
5.1 CUBITS is not liable for any damage, loss, costs or compensation (whether direct or indirect) which The Client may suffer, or for which the Client may become liable, arising from situations of:
a) The introduction by CUBITS of CUBITS Employees to The Client (or any delay in such introduction);
b) The failure of any CUBITS Employee to accept an offer of an Assignment; or
c) The performance of any CUBITS Employee who accepts an Assignment with The Client.
6.THE CLIENT’S INDEMNITY TO CUBITS
6.1 The Client indemnifies CUBITS in respect of losses, liabilities or claims arising from or related to:
a) Any acts and omissions of any CUBITS Employee when performing his or her obligations during a work with The Client;
b) Any injury suffered by (including death of) a CUBITS Employee because of that CUBITS Employee performing his or her obligations; and
d) Any damage to property because of the performance of any obligations by a CUBITS Employee.
6.2 The Client indemnifies CUBITS in respect of any claims by a CUBITS Employee, arising from the termination of the CUBITS Employee Assignment by The Client and/or any breaches of laws applicable in any jurisdiction in which the CUBITS Employee may operate or provides the Services.
7. RESTRICTION ON THE DIRECT HIRING OF CUBITS’s SERVICE EMPLOYEES
7.1 In the situation of termination of this Contract, The Client or a related body corporate cannot make an offer of a contract, permanent employment, further projects or different assignments to a CUBITS Employee who is performing an Assignment for The Client (or who has performed an Assignment for The Client during the previous twelve months) until after 12 months following the end of this Contract.
7.2 The Client cannot offer direct contract, permanent employment, projects or assignments to a CUBITS Employee ’s friends, family members, referrals and network to perform an Assignment for The Client without the proper involvement and approval of CUBITS.
7.3 Exchanging and asking for any information relating to the agreement such as contract payments and rate between CUBITS and CUBITS Employee is strictly prohibited under this agreement.
8. INTELLECTUAL PROPERTY
8.1 All the materials prepared by the CUBITS Employee during the term of this Contract shall be the sole property of The Client and the ownership of and any Intellectual Property Rights subsisting in any such work shall vest in The Client. All information regarding The Client’s customers, users, and in particular and without limitation, customers, user of Client’s site, and all rights associated with such information are the exclusive property of The Client.
8.2 In the situation of termination of the Contract, the CUBITS Employee will immediately deliver any material, software or hardware given by The Client to CUBITS so that CUBITS may return them to The Client, subject to payment of freight changes by The Client.
8.3 CUBITS, The CUBITS Employee and The Client acknowledge and agree that they cannot use, re-use, distribute, publish, license, sub-license, reproduce, create derivative work, copy, supply or communicate any Intellectual Property Right which belongs to the other party except as required by law.
9.PRIVACY RULES
All parties (including the CUBITS Employee) agree that they will handle all Personal Information in accordance with the Privacy Laws, and that they will use Personal information solely for the purpose of carrying out their respective obligations pursuant to this Contract.
10.INFORMATION THAT IS SOLELY CONFIDENTIAL
10.1 Subject to 10.2, all Parties may only disclose any Confidential Information where disclosure is required by law or by any notice, order or regulation of any regulatory authority.
10.2 When a Disclosure Obligation occurs:
a) The Party that is subject to the Disclosure Obligation must inform the other party via writing, of any disclosure required by a Disclosure Obligation before or, if this is not practical, as soon as the disclosure is made.
b) The Party that is subject to the Disclosure Obligation must use justifiable or reasonable endeavours to (and assist the other Party to) restrict distribution of the Confidential Information disclosed and otherwise take all reasonable steps to preserve the confidentiality of the Confidential Information the subject of the Disclosure Obligation.
c) All parties must consult with each other to agree to the content of any announcement the Party, that is subject to the Disclosure Obligation, is required to make (to the extent practical within the requirements of the Disclosure Obligation).
d) The Party that is subject to the Disclosure Obligation must not, without the prior and proper written consent of the other Party, take (or omit to take, or procure, suffer, or permit to be taken) any action as a result of which it may become subject to a legal obligation to disclose Confidential Information, except for actions which necessarily arise in connection with this Agreement.
11.WARRANTY AGREEMENT
Each party represents and warrants to the other party that:
a) There are no claims, actions, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Contract.
b) It has with it, all the licences, authorisations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations under this Contract, and otherwise complies with all laws and regulations applicable to the performance of those obligations;
c) It has provided, or will provide, its employees, contractors and subcontractors with proper training, information and the procedures to facilitate ongoing compliance with this Contract, the CUBITS Privacy Policy and all relevant laws.
TERMINATION OF CONTRACT
12.1 The first party may immediately (or with effect from any later date), terminate this Contract by written notice to the other party if:
a) the other party materially breaches this Contract or any other Contract between the parties and fails to make remedy of such breach within 5 Business Days of receipt of notice from the first party specifying the breach and requiring it to be remedied;
b) a controller, liquidator, receiver, administrator or other like person is appointed for the whole or substantially the whole of the other party’s assets, undertaking or business;
c) a mortgagee or charge enforces a security, held in respect of the whole or substantially the whole of the other party’s assets undertaking or business;
d) a scheme of arrangement between the other party and its creditors is entered into; or
e) the other party becomes insolvent or is otherwise unable to pay its debts as and when they become due.
12.2 All provisions of this agreement that are capable of having effect will survive its termination.
12.3 The expiry of this contract or termination of this Contract will not affect or limit any accrued rights of the parties.
12.4 Upon termination:
(a) The Client will return to CUBITS all CUBITS’ Confidential Information; copies of CUBITS’ Intellectual Property Rights and any other property CUBITS has provided to The Client during the Contract; and
(b) CUBITS and/or the CUBITS Employee will return to The Client all The Client’s Confidential Information, copies of The Client’s Intellectual Property Rights and any other property The Client has provided to Remove Staff and/or the CUBITS Employee during the Contract.
13.ACCEPTANCE
The Client accepts the scope, terms and conditions of this Contract and as set out within the terms and conditions on CUBITS’s website at www.cubits.in, which by incorporation form part of this Contract by:
(a) The Client making a Request for Services; or
(b) The Client appointing CUBITS to provide services to The Client; or
(c) The Client making a payment of any amounts listed under Schedule 1, including but not limited to set up fees, monthly fees and/or any payment of CUBITS invoices (whichever is the earliest); or
(d) The Client making its acceptance electronically or in any other format provided by CUBITS.
14.DUTY OF CONFIDENTIALITY
Both CUBITS and the CUBITS Employee agree that during this Contract they may each have access to Confidential Information of The Client.
CUBITS and the CUBITS Employee undertake not to disclose, use or deal with any Confidential Information regarding The Client except:
For providing the Services;
When required to do so by law; or With the written consent of the Client.
Confidential Information shall include, but not be limited to, any information, which relates to the business, processes, operation, methodology, communications, information, techniques, services, pricing, strategies, programming or research or any information that CUBITS or the CUBITS Provider acquired during the term of this Contract.
On the termination of this Contract, or earlier if required to do so by either party, the CUBITS Employee shall return to the Client any material containing Confidential Information then in his or her possession, or destroy or delete any copies of such material in his or her possession. CUBITS Employee must carry out an immediate hand over of all existing tasks.
FEE STRUCTURE- SCHEDULE 1
If The Client agrees to the proposal by CUBITS, client enters a separate agreement where all the terms and conditions which includes Scope, Estimation, Pricing, Milestones specific to the customer is listed down.
The Client must pay CUBITS for the Services in advance by using either of the following 2 options:
(a) Milestone payments
(b) regular monthly payments
On the basis of terms and conditions agreed upon between the client and CUBITS.
Via
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Credit Card Online Payment
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Direct Debit of Credit Cards and Bank Accounts
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Electronic Fund Transfer
Each payment is to be made in advance or on an agreed fixed monthly date
The Clients are able to make payments via electronic fund transfer (EFT) into CUBITS EEFC bank accounts.